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[Roll Call Vote] <br />RESOLUTION NO. 1995-22 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTHERN <br />CALIFORNIA PUBLIC POWER AUTHORITY (I) AUTHORIZING <br />PREPARATION OF ALL DOCUMENTS NECESSARY OR <br />APPROPRIATE TO REFUND CERTAIN PAL0 VERDE SENIOR LIEN <br />BONDS AND (11) AUTHORIZING THE OFFICERS OF THE <br />AUTHORITY TO DO ALL THINGS DEEMED NECESSARY OR <br />PROPER <br />WHEREAS, the Finance Committee of the Southern California Public <br />Power Authority (the "Authority") at a meeting held on September 7, 1995 and at a <br />meeting held on October 2, 1995 has determined that it is in the best interest of the <br />Authority to proceed with the preparation of such documents as are necessary or <br />appropriate to refund certain Palo Verde senior lien bonds; and <br />WHEREAS, it is currently contemplated that two separate series of <br />subordinate Palo Verde bonds will be issued in two separate financings (the first <br />involving the issuance of fmed rate bonds to refund certain Palo Verde 1987 Refunding <br />Series A Bonds and the second series involving the issuance of variable rate bonds to <br />refund certain Palo Verde 1986 Refunding Series B Bonds and certain 1987 Refunding <br />Series A Bonds). <br />NOW, THEREFORE, BE IT RESOLIWD by the Board of Directors of the <br />Authority as follows: <br />1. The Authority's staff and the Authority's team of financing <br />professionals consisting of the financial advisor, co-bond counsel and a member of the <br />underwriting team (i.e., Smith Barney) are hereby authorized to prepare such <br />documents as are necessary or appropriate to refund the above-mentioned Palo Verde <br />senior lien bonds (or such other Palo Verde bonds as the Authority may determine). <br />2. Each of the President, Vice President, Secretary and any Assistant <br />Secretary of the Authority, and any other officer of the Authority, is hereby authorized <br />and directed to do and cause to be done any and all acts and things necessary or proper <br />for carrying out the transactions contemplated by this Resolution.